Case MFW Doc 754 Filed 03/23/16 Page 1 of 7 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

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1 Case MFW Doc 754 Filed 03/23/16 Page 1 of 7 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: SPORTS AUTHORITY HOLDINGS, INC., et al., 1 Debtors. Chapter 11 Case No (MFW) (Jointly Administered) Docket Ref. Nos. 714 and 715 DEBTORS RESPONSE TO (A) EMERGENCY MOTION OF THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS (I) TO CONTINUE HEARING DATE WITH RESPECT TO THE DEBTORS DIP FINANCING MOTION AND BID PROCEDURES MOTION AND (II) FOR A PROTECTIVE ORDER AND ORDER QUASHING NOTICES OF DEPOSITION, AND (B) THE MOTION OF THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS TO SHORTEN NOTICE Sports Authority Holdings, Inc. and its affiliated debtors and debtors in possession (collectively, the Debtors ) hereby submit this Response (this Response ) to that certain (A) Emergency Motion of the Official Committee of Unsecured Creditors (I) to Continue Hearing Date with Respect to the Debtors DIP Financing Motion and Bid Procedures Motion and (II) For a Protective Order and Order Quashing Notices of Deposition [Docket No. 714] (the Motion to Adjourn ), and (B) Motion to Shorten Notice of, and Schedule a Hearing on Emergency Motion of Official Committee of Unsecured Creditors (I) to Continue Hearing Date with Respect to the Debtors DIP Financing Motion and Bid Procedures Motion and (II) for a Protective Order and Order Quashing Notices of Deposition [Docket No. 715] (collectively with the Motion to Adjourn, the Committee Motions ). In response to the Committee Motions, the Debtors respectfully state as follows: 1 The Debtors and the last four digits of their respective taxpayer identification numbers are as follows: Sports Authority Holdings, Inc. (9008); Slap Shot Holdings, Corp. (8209); The Sports Authority, Inc. (2802); TSA Stores, Inc. (1120); TSA Gift Card, Inc. (1918); TSA Ponce, Inc. (4817); and TSA Caribe, Inc. (5664). The headquarters for the above-captioned Debtors is located at 1050 West Hampden Avenue, Englewood, Colorado

2 Case MFW Doc 754 Filed 03/23/16 Page 2 of 7 RESPONSE 1. As previously represented to the Committee as recently as yesterday (the day that the Motion to Adjourn was filed), the Debtors do not oppose a short adjournment of the hearing on the Debtors motion to approve (the DIP Motion ) debtor-in-possession financing (the DIP Financing ) and the Debtors motion to approve (the Bid Procedures Motion ) bidding procedures governing the Debtors sale process (the Bid Procedures ). 2 However, this Response was necessitated in order to (i) clarify more specifically the calendar limitations of any such adjournment, and (ii) correct the record with respect to certain of the factual assertions of the Committee in the Committee Motions. 2. The DIP Credit Agreement places certain restrictions on the Debtors with respect to the timing of the sale process, which restrictions carry through to the Bid Procedures. Notably, the DIP Credit Agreement requires the Debtors to schedule a hearing to approve the sale of the Debtors assets (the Sale Hearing ) by no later than April 27, 2016 and, in compliance therewith, the current Sale Hearing is scheduled for April 26, Also affecting the timing of the potential adjournment is Rule 2002(a)(2) of the Federal Rules of Bankruptcy Procedure, which requires no less than twenty-one (21) days notice of the Sale Hearing. Accordingly, while the Debtors are amenable to a short adjournment, the Debtors respectfully request that any hearing on the Debtors Bid Procedures take place on or before April 5, 2016 so 2 The Debtors representation to the Committee was subject to the DIP Agent and DIP Lenders consent (which was received this morning) and Court availability. The credit agreement governing the DIP Financing (the DIP Credit Agreement ) requires the Debtors to obtain entry of a final order approving the proposed DIP Financing within thirty (30) days following the filing date. The Debtors have confirmed with counsel for the Agents and Lenders under the DIP Credit Agreement that an adjournment of a hearing on the DIP Motion and the Bid Procedures Motion to April 5, 2016 (as requested in this Response) is acceptable and will not constitute a default under this milestone set forth in the DIP. 3 The Debtors were advised at the outset of these cases that the Court is not available to hold the Sale Hearing on April 27,

3 Case MFW Doc 754 Filed 03/23/16 Page 3 of 7 that they may maintain compliance with both the Bankruptcy Rules and the current milestones set forth in the DIP Credit Agreement. 3. Indeed, before the Committee filed its Motion, the Debtors informed the Committee that they were amendable to an adjournment (subject to the DIP Agent and Lenders consent). Despite any assertions to the contrary in the Committee Motions, the Debtors have been working tirelessly to accommodate the Committee with regard to the timing and substance of their discovery requests. The Debtors submit that any emergency the Committee now faces is predicated not on the Debtors lack of cooperation, but due to the fact that the Committee (which was appointed on March 10), only began serving discovery on March 17, and even then didn t provide proposed search terms or custodians of documents (notwithstanding repeated requests by the Debtors beginning on March 12 after the Committee indicated its intent to object to the DIP Motion) until Sunday, March 20 th. Nonetheless, the Debtors have already produced over 1,300 documents to the Committee consisting of over ten thousand pages, and are in the process of producing more documents on an expedited basis. 4. The Debtors will continue to work proactively and cooperatively with the Committee with respect to discovery and all other issues in this case, and the requested adjournment to April 5, 2016 should provide the Committee with the additional time it needs to complete its discovery and hopefully reach a consensual resolution of any issues it may have with respect to the Bid Procedures and DIP Financing. 3

4 Case MFW Doc 754 Filed 03/23/16 Page 4 of 7 CONCLUSION WHEREFORE, the Debtors respectfully request that the Court enter an order substantially in the form attached hereto as Exhibit A adjourning the hearing with respect to the DIP Motion and the Bid Procedures Motion to April 5, 2016, and granting such other and further relief as this Court deems appropriate. Dated: March 23, 2016 Wilmington, Delaware /s/ Andrew L. Magaziner Michael R. Nestor (No. 3526) Kenneth J. Enos (No. 4544) Andrew L. Magaziner (No. 5426) YOUNG CONAWAY STARGATT & TAYLOR, LLP Rodney Square 1000 North King Street Wilmington, Delaware Telephone: (302) Facsimile: (302) mnestor@ycst.com kenos@ycst.com amagaziner@ycst.com -and- Robert A. Klyman (CA No ) Matthew J. Williams (NY No ) Jeremy L. Graves (CO No ) Sabina Jacobs (CA No ) GIBSON, DUNN & CRUTCHER LLP 333 South Grand Avenue Los Angeles, CA Telephone: (213) Facsimile: (213) rklyman@gibsondunn.com mjwilliams@gibsondunn.com jgraves@gibsondunn.com sjacobs@gibsondunn.com Proposed Counsel to the Debtors and Debtors in Possession 4

5 Case MFW Doc 754 Filed 03/23/16 Page 5 of 7 EXHIBIT A Proposed Order

6 Case MFW Doc 754 Filed 03/23/16 Page 6 of 7 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: SPORTS AUTHORITY HOLDINGS, INC., et al., 1 Debtors. Chapter 11 Case No (MFW) (Jointly Administered) Docket Ref. No. ORDER CONTINUING HEARING Upon consideration of (a) the Emergency Motion of the Official Committee of Unsecured Creditors (I) to Continue Hearing Date with Respect to the Debtors DIP Financing Motion and Bid Procedures Motion and (II) For a Protective Order and Order Quashing Notices of Deposition (the Emergency Motion ) filed by the Official Committee of Unsecured Creditors of Sports Authority Holdings, Inc. et al., and (b) the Debtors Response to the Emergency Motion filed by the Debtors (the Response ) 2, IT IS HEREBY ORDERED THAT: 1. The hearing on the DIP Motion and Bid Procedures Motion is continued from March 29, 2016 at 1:00 p.m. (ET) to, 2016 at :.m. (ET). 1 The Debtors and the last four digits of their respective taxpayer identification numbers are as follows: Sports Authority Holdings, Inc. (9008); Slap Shot Holdings, Corp. (8209); The Sports Authority, Inc. (2802); TSA Stores, Inc. (1120); TSA Gift Card, Inc. (1918); TSA Ponce, Inc. (4817); and TSA Caribe, Inc. (5664). The headquarters for the above-captioned Debtors is located at 1050 West Hampden Avenue, Englewood, Colorado Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Response.

7 Case MFW Doc 754 Filed 03/23/16 Page 7 of 7 2. This Court shall retain exclusive jurisdiction to interpret and enforce the provisions of this Order in all respects and further to hear and determine all matters arising from the construction and implementation of this Order. Dated: March, 2016 Wilmington, Delaware MARY F. WALRATH UNITED STATES BANKRUPTCY JUDGE